SAGA COMMUNICATIONS INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures over financial reporting were effective to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act will be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework as set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. Our internal control over financial reporting as of December 31, 2025 has been audited by Crowe LLP, an independent registered public accounting firm, as stated in its report which appears below. 46 Table of Contents Changes in Internal Control Over Financial Reporting There were no changes in our internal controls over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. ​ ​ Item 9B. Other Information On April 10, 2026, the Company entered into certain amendments to its previously disclosed sale-leaseback transaction. See Note 16 – Sale Leaseback Transaction in the notes to the consolidated financial statements for a discussion of the amendments. Items 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10 . Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference from the information contained in our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed not later than 120 days after the end of the Company’s fiscal year. See also Item 1. Business — Information About Our Executive Officers. Item 11. Executive Compensation The information required by this item is incorporated by reference from the information contained in our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed not later than 120 days after the end of the Company’s fiscal year. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The information required by this item is incorporated by reference from the information contained in our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed not later than 120 days after the end of the Company’s fiscal year. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference from the information contained in our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed not later than 120 days after the end of the Company’s fiscal year. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to the information contained in our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed not later than 120 days after the end of the Company’s fiscal year. ​ 47 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements The following consolidated financial statements attached hereto are filed as part of this annual report: ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID 173 ) ​ ​ ​ 49 Consolidated Financial Statements: — Consolidated Balance Sheets as of December 31, 2025 and 2024 52 — Consolidated Statements of Income (Loss) for the years ended December 31, 2025 and 2024 53 — Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024 54 — Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 55 Notes to Consolidated Financial Statements 56 ​ 2. Financial Statement Schedules Schedule II Valuation and Qualifying Accounts is disclosed in Note 1 to the Consolidated Financial Statements attached hereto and filed as part of this annual report. All other schedules for which provision are made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted. 3. Exhibits The Exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index, which is incorporated herein by reference. ​ 48 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ ​ Shareholders and the Board of Directors of Saga Communications, Inc. Grosse Pointe Farms, Michigan ​ ​ Opinions on the Financial Statements and Internal Control over Financial Reporting ​ We have audited the accompanying consolidated balance sheets of Saga Communications, Inc. (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income (loss), shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements") 2 . We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ​ In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO. ​ Basis for Opinions ​ The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. ​ Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. ​ Definition and Limitations of Internal Control Over Financial Reporting ​ A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies 49 Table of Contents and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ ​ Critical Audit Matter ​ The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ Goodwill Impairment Evaluation ​ As disclosed in Note 3 to the consolidated financial statements, the Company recorded a goodwill impairment charge of $19.2M during the year ended December 31, 2025. Management performs an annual quantitative impairment test during the fourth quarter of each year, or more frequently when it is determined that events and circumstances indicate that it is more likely than not that goodwill is impaired. The Company has one reporting unit for goodwill impairment testing purposes. Impairment of goodwill is assessed by comparing the estimated fair value of the reporting unit to its carrying value. Fair value is estimated by management using an income approach. Management’s cash flow projections for its goodwill impairment testing included significant judgments and assumptions relating to projected revenues and projected revenue growth rates, projected operating margins, projected general and administrative expenses and the discount rate. We considered auditing the evaluation of goodwill for impairment to be a critical audit matter because it involved a high degree of subjectivity in evaluating management’s estimates, judgments, and significant assumptions, as well as significant audit effort due to complexity in the aggregation and evaluation of significant amounts of data and the use of valuation specialists. ​ Our audit procedures related to the evaluation of goodwill for impairment included the following: ​ ● Testing the effectiveness of management’s internal controls including controls addressing: ​ o Management’s review and approval of the inputs into the valuation model, including the relevance and reliability of external data used and the completeness and accuracy of internal data used. o Management’s review and approval of the significant assumptions used within the valuation model including projected revenues, projected revenue growth rates, projected operating margins, projected general and administrative expenses and the discount rate. ​ ● Substantively testing management’s process, including: ​ o Evaluated the appropriateness of the valuation model used and recalculated the valuation model. o Tested inputs into the valuation model, including the relevance and reliability of external data used and the completeness and accuracy of internal data used. o Evaluated the significant assumptions used by management, including projected revenues and projected revenue growth rates, projected operating margins, projected general and administrative expenses and 50 Table of Contents the discount rate. This involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of the Company, (ii) relevant external market and industry data, and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit. o Utilized valuation specialists to assist in evaluating certain assumptions applied in the valuation model. ​ ​ /s/ Crowe LLP ​ We have served as the Company's auditor since 2024 ​ Fort Lauderdale, Florida April 14, 2026 ​ ​ ​ ​ 51 Table of Contents Saga Communications, Inc. Consolidated Balance Sheets (In thousands, except par value) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ (In thousands) Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 22,506 ​ $ 18,860 Short-term investments ​ ​ 9,300 ​ ​ 8,927 Accounts receivable, less allowance of $ 1,136 ($ 1,071 in 2024) ​ 14,031 ​ 15,941 Prepaid expenses and other current assets ​ 2,624 ​ 2,606 Barter transactions ​ 707 ​ 752 Total current assets ​ 49,168 ​ 47,086 Property and equipment ​ 144,276 ​ 151,553 Less accumulated depreciation ​ 97,863 ​ 99,646 Net property and equipment ​ 46,413 ​ 51,907 Other assets: ​ ​ ​ ​ ​ ​ Broadcast licenses ​ 90,311 ​ 91,497 Goodwill ​ — ​ 19,229 Operating right-of-use assets ​ ​ 10,253 ​ ​ 6,938 Other intangibles, deferred costs and investments, net of accumulated amortization of $ 16,645 ($ 16,257 in 2024) ​ 5,177 ​ 5,068 Total assets ​ $ 201,322 ​ $ 221,725 ​ ​ ​ ​ ​ ​ ​ Liabilities and shareholders’ equity ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 2,914 ​ $ 3,080 Accrued expenses: ​ ​ ​ ​ ​ ​ Accrued payroll and payroll taxes ​ 5,327 ​ 5,542 Other accrued expenses ​ 7,123 ​ 7,006 Barter transactions ​ 794 ​ 930 Total current liabilities ​ 16,158 ​ 16,558 Deferred income taxes ​ 21,927 ​ 26,007 Long-term debt ​ 5,000 ​ 5,000 Other liabilities ​ 6,757 ​ 8,238 Total liabilities ​ 49,842 ​ 55,803 Commitments and contingencies (Note 10, 12 and 14) ​ — ​ — Shareholders’ equity: ​ ​ ​ ​ ​ ​ Preferred stock, 1,500 shares authorized, none issued and outstanding ​ ​ — ​ — Common stock: ​ ​ ​ ​ ​ ​ Class A common stock, $ .01 par value, 35,000 shares authorized, 8,304 issued ( 8,183 in 2024) ​ ​ 83 ​ ​ 82 Additional paid-in capital ​ 75,749 ​ 74,334 Retained earnings ​ 113,884 ​ 128,216 Treasury stock ( 1,959 shares in 2025 and 1,764 shares in 2024, at cost) ​ ( 38,236 ) ​ ( 36,710 ) Total shareholders’ equity ​ 151,480 ​ 165,922 Total liabilities and shareholders' equity ​ $ 201,322 ​ $ 221,725 ​ See accompanying notes. 52 Table of Contents Saga Communications, Inc. Consolidated Statements of Income (Loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ (In thousands, except per share data) ​ Net operating revenue ​ $ 107,112 ​ ​ ​ $ 112,919 ​ Operating expenses: ​ ​ ​ ​ ​ Station operating expense ​ 91,781 ​ 91,835 ​ Corporate general and administrative ​ ​ 12,322 ​ ​ 12,398 ​ Depreciation and amortization ​ ​ 5,178 ​ ​ 5,283 ​ Other operating (income) expense, net ​ ( 11,522 ) ​ 1,048 ​ Impairment of goodwill ​ 19,229 ​ — ​ Impairment of intangible assets ​ 1,168 ​ — ​ ​ ​ 118,156 ​ 110,564 ​ Operating (loss) income ​ ​ ( 11,044 ) ​ ​ 2,355 ​ Other (income) expenses: ​ ​ ​ ​ ​ Interest expense ​ ​ 434 ​ 348 ​ Interest income ​ ​ ( 904 ) ​ ​ ( 1,047 ) ​ Other income ​ ​ ( 105 ) ​ ​ ( 1,516 ) ​ (Loss) income before income tax expense ​ ​ ( 10,469 ) ​ ​ 4,570 ​ Income tax (benefit) expense: ​ ​ ​ ​ ​ ​ ​ Current ​ ​ 1,520 ​ ​ 1,225 ​ Deferred ​ ​ ( 4,090 ) ​ ​ ( 115 ) ​ ​ ​ ​ ( 2,570 ) ​ 1,110 ​ Net (loss) income ​ $ ( 7,899 ) ​ $ 3,460 ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) Earnings per share: ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 1.22 ) ​ $ 0.55 ​ Diluted ​ $ ( 1.22 ) ​ $ 0.55 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares ​ ​ 6,152 ​ ​ 6,075 ​ Weighted average common and common equivalent shares ​ ​ 6,152 ​ ​ 6,075 ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends declared per share ​ $ 1.00 ​ $ 1.60 ​ ​ See accompanying notes. ​ 53 Table of Contents Saga Communications, Inc. Consolidated Statements of Shareholders’ Equity Years ended December 31, 2025 and 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ Class B ​ Additional ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Common Stock ​ Paid-In ​ Retained ​ Treasury ​ Shareholders’ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Earnings ​ ​ ​ Stock ​ ​ ​ Equity ​ ​ (In thousands) Balance at January 1, 2024 8,007 ​ $ 80 — ​ $ — ​ $ 72,593 ​ $ 134,771 ​ $ ( 36,895 ) ​ $ 170,549 Net income — ​ — — ​ — ​ — ​ 3,460 ​ — ​ 3,460 Issuance of restricted stock 177 ​ 2 — ​ — ​ ( 2 ) ​ — ​ — ​ — Forfeiture of restricted stock ( 1 ) ​ — — ​ — ​ — ​ — ​ — ​ — Dividends declared per common share — ​ — — ​ — ​ — ​ ( 10,015 ) ​ — ​ ( 10,015 ) Compensation expense related to restricted stock awards — ​ — — ​ — ​ 1,950 ​ — ​ — ​ 1,950 Purchase of shares held in treasury — ​ — — ​ — ​ — ​ — ​ ( 290 ) ​ ( 290 ) 401(k) plan contribution — ​ — — ​ — ​ ( 207 ) ​ — ​ 475 ​ 268 Balance at December 31, 2024 8,183 ​ $ 82 — ​ $ — ​ $ 74,334 ​ $ 128,216 ​ $ ( 36,710 ) ​ $ 165,922 Net loss — ​ — — ​ — ​ — ​ ( 7,899 ) ​ — ​ ( 7,899 ) Issuance of restricted stock 126 ​ 1 — ​ — ​ ​ 1 ​ — ​ — ​ 2 Forfeiture of restricted stock ( 5 ) ​ — — ​ — ​ — ​ — ​ — ​ — Dividends declared per common share — ​ — — ​ — ​ — ​ ( 6,433 ) ​ — ​ ( 6,433 ) Compensation expense related to restricted stock awards — ​ — — ​ — ​ 2,132 ​ — ​ — ​ 2,132 Purchase of shares held in treasury — ​ — — ​ — ​ — ​ — ​ ( 2,534 ) ​ ( 2,534 ) 401(k) plan contribution — ​ — — ​ — ​ ( 718 ) ​ ​ — ​ 1,008 ​ 290 Balance at December 31, 2025 8,304 ​ $ 83 — ​ $ — ​ $ 75,749 ​ $ 113,884 ​ $ ( 38,236 ) ​ $ 151,480 ​ See accompanying notes. ​ 54 Table of Contents Saga Communications, Inc. Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net (loss) income $ ( 7,899 ) ​ $ 3,460 ​ Adjustments to reconcile net (loss) income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 5,178 ​ ​ 5,283 ​ Deferred income tax (benefit) expense ​ ( 4,090 ) ​ ​ ( 115 ) ​ Impairment of goodwill ​ 19,229 ​ ​ — ​ Impairment of intangible assets ​ 1,168 ​ ​ — ​ Amortization of deferred costs ​ 45 ​ ​ 36 ​ Compensation expense related to restricted stock awards ​ 2,132 ​ ​ 1,950 ​ Provision for credit losses ​ 681 ​ ​ 983 ​ (Gain) Loss on sale of assets, net ​ ( 11,522 ) ​ ​ 1,048 ​ (Gain) on insurance claims ​ ( 105 ) ​ ​ ( 383 ) ​ Other (gain), net ​ — ​ ​ ( 1,133 ) ​ Barter (revenue) expense, net ​ ( 93 ) ​ ​ 89 ​ Deferred and other compensation ​ ( 175 ) ​ ​ ( 230 ) ​ Changes in operating lease assets and liabilities (net) ​ 11 ​ ​ ( 22 ) ​ Changes in assets and liabilities, net of acquisition of AR: ​ ​ ​ ​ ​ ​ (Increase) decrease in current assets ​ 823 ​ ​ 1,204 ​ (Decrease) increase in accounts payable, accrued expenses, and other liabilities ​ 81 ​ ​ 1,602 ​ Total adjustments ​ 13,363 ​ ​ 10,312 ​ Net cash provided by operating activities ​ 5,464 ​ ​ 13,772 ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Purchase of short-term investments ​ ( 18,245 ) ​ ​ ( 19,660 ) ​ Redemption of short-term investments ​ 18,245 ​ ​ 20,728 ​ Acquisition of property and equipment (Capital Expenditures) ​ ( 3,041 ) ​ ( 3,767 ) ​ Acquisition of broadcast properties ​ — ​ ( 5,711 ) ​ Proceeds from sale and disposal of assets ​ 10,085 ​ ​ 203 ​ Proceeds from insurance claims, redemption of investments and other ​ 105 ​ ​ 1,526 ​ Other investing activities ​ — ​ ( 3 ) ​ Net cash provided by (used in) investing activities ​ 7,149 ​ ( 6,684 ) ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Proceeds from long-term debt ​ — ​ ​ 5,000 ​ Cash dividends paid ​ ( 6,433 ) ​ ( 22,520 ) ​ Purchase of treasury shares ​ ( 2,534 ) ​ ( 290 ) ​ Net cash used in financing activities ​ ( 8,967 ) ​ ( 17,810 ) ​ Net increase (decrease) in cash and cash equivalents ​ 3,646 ​ ( 10,722 ) ​ Cash and cash equivalents, beginning of period ​ 18,860 ​ 29,582 ​ Cash and cash equivalents, end of period $ 22,506 ​ $ 18,860 ​ ​ See accompanying notes. ​ 55 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements ​ 1. Summary of Significant Accounting Policies Nature of Business Saga Communications, Inc. is a media company whose business is devoted to acquiring, developing and operating broadcast properties including opportunities complementary to our core radio business including digital, e-commerce and non-traditional revenue initiatives. We currently own or operate eighty-two FM, thirty AM radio stations and seventy-nine metro signals, serving twenty-eight markets throughout the United States. Principles of Consolidation The consolidated financial statements include the accounts of Saga Communications, Inc. and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Our accounting estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The accounting estimates may change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update assumptions and estimates on an ongoing basis and may use outside experts to assist in our evaluation, as considered necessary. Actual results may differ from estimates provided and there may be changes to those estimates in the future periods. Concentration of Risk Certain cash deposits with financial institutions may at times exceed FDIC insurance limits. Our top five markets when combined represented 34 % and 36 % of our net operating revenue for the years ended December 31, 2025 and 2024, respectively. We sell advertising to local and national companies throughout the United States. We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for credit losses at a level which we believe is sufficient to cover potential credit losses. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and time deposits with original maturities of three months or less. We did no t have any time deposits at December 31, 2025 and 2024. Financial Instruments We account for marketable securities in accordance with ASC 320, “ Investments – Debt Securities, ” which require that certain debt securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value. At December 31, 2025 and 2024, we have recorded $ 9.3 million and $ 8.9 million, respectively, of held-to-maturity U.S. Treasury Bills at amortized cost basis that have a fair market value of $ 9.3 million and $ 8.9 million respectively. Our held-to-maturity U.S. Treasury Bills all have original maturity dates ranging from January 2026 to May 2026. ​ 56 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) Our financial instruments are comprised of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and long-term debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the secured overnight financing rate (“SOFR”), prime rate or have been reset at the prevailing market rate at December 31, 2025. Allowance for Credit Losses A provision for credit losses is recorded based on our judgment of the collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. The activity in the allowance for credit losses during the year ended December 31, 2025 and 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Write Off of ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance ​ Charged to ​ Allowance ​ Uncollectible ​ Balance at ​ ​ at Beginning ​ Costs and ​ From ​ Accounts, Net of ​ End of Year Ended ​ ​ of Period ​ ​ Expenses ​ ​ Acquisitions ​ ​ Recoveries ​ ​ Period ​ ​ (in thousands) December 31, 2025 ​ $ 1,071 ​ $ 681 ​ $ — ​ $ ( 616 ) ​ $ 1,136 December 31, 2024 ​ $ 618 ​ $ 983 ​ $ 18 ​ $ ( 548 ) ​ $ 1,071 ​ Barter Transactions Our radio stations trade air time for goods and services used principally for promotional, sales and other business activities. An asset and a liability are recorded at the fair market value of goods or services received. Barter revenue is recorded when commercials are broadcast, and barter expense is recorded when goods or services received are used. Property and Equipment Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed as incurred. When property and equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and the gain or loss realized on disposition is reflected in earnings. Depreciation is provided using the straight-line method based on the estimated useful life of the assets. We review our property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. We did not record any impairment of property and equipment during 2025 and 2024. ​ 57 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) Property and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ ​ December 31, ​ ​ ​ Useful Life ​ ​ 2025 ​ ​ 2024 ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Land and land improvements ​ — ​ $ 13,468 ​ $ 15,524 Buildings ​ 31.5 years ​ 41,490 ​ 41,292 Towers and antennae ​ 7 - 15 years ​ 21,603 ​ 27,969 Equipment ​ 3 - 15 years ​ 56,687 ​ 55,647 Furniture, fixtures and leasehold improvements ​ 7 - 20 years ​ 8,359 ​ 8,314 Vehicles ​ 5 years ​ 2,669 ​ 2,807 ​ ​ ​ ​ 144,276 ​ ​ 151,553 Accumulated depreciation ​ ​ ​ ( 97,863 ) ​ ( 99,646 ) Net property and equipment ​ ​ ​ ​ $ 46,413 ​ $ 51,907 ​ Depreciation expense for the years ended December 31, 2025 and 2024, was $ 4,789,000 and $ 5,013,000 , respectively. Intangible Assets Intangible assets deemed to have indefinite useful lives, which include broadcast licenses and goodwill, are not amortized and are subject to impairment tests which are conducted in the 4 th quarter of each year, or more frequently if impairment indicators arise. We have 112 broadcast licenses serving 28 markets, which require renewal over the period of 2027- 2030. In determining that the Company’s broadcast licenses qualified as indefinite-lived intangible assets, management considered a variety of factors including our broadcast licenses may be renewed indefinitely at little cost; our broadcast licenses are essential to our business and we intend to renew our licenses indefinitely; we have never been denied the renewal of an FCC broadcast license nor do we believe that there will be any compelling challenge to the renewal of our broadcast licenses; and we do not believe that the technology used in broadcasting will be replaced by another technology in the foreseeable future. The weighted-average period before the next renewal of the Company’s FCC licenses is 3.1 years. Separable intangible assets that have finite lives are amortized over their useful lives using the straight-line method. Favorable lease agreements are amortized over the lease’s length, ranging from one to twenty-six years . Other intangibles are amortized over one to fifteen years . Customer relationships are amortized over three years . Deferred Costs The costs related to the issuance of debt are capitalized and amortized to interest expense over the life of the Credit Facility. During the years ended December 31, 2025 and 2024, we recognized interest expense related to the amortization of debt issuance costs of $ 45,000 and $ 36,000 , respectively. At December 31, 2025 and 2024 the net book value of debt issuance costs related to our line of credit was $ 49,000 , and $ 94,000 , respectively, and was presented in other intangibles, deferred costs and investments in our Consolidated Balance Sheets. ​ 58 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) Leases We determine whether a contract is or contains a lease at inception. The lease liabilities and right-of-use assets are recorded on the balance sheet for all leases with an expected term of at least one year, based on the present value of the lease payments using (1) the rate implicit in the lease or (2) our incremental borrowing rate (“IBR”). Our IBR is defined as the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We follow the accounting guidance for leases, which includes the recognition of lease expense for leases on a straight-line basis over the lease term. See Note 12 – Commitments and Contingencies for more information on Leases. Common Stock Our founder and former Chairman, President, and CEO, Edward K. Christian, passed away on August 19, 2022. As of the date of his passing, Mr. Christian, who was also our principal shareholder, held approximately 65 % of the combined voting power of the Company’s Common Stock based on our Class B Common Stock (together with the Class A Common Stock, collectively, the “Common Stock”) generally being entitled to ten votes per share. As a result, Mr. Christian was generally able to control the vote on most matters submitted to the vote of shareholders and, therefore, was able to direct our management and policies, except with respect to (i) the election of two Class A directors, (ii) those matters where the shares of our Class B Common Stock were only entitled to one vote per share, and (iii) other matters requiring a class vote under the provisions of our certificate of incorporation, bylaws or applicable law. Mr. Christian’s passing resulted in the conversion of his Class B Shares into Class A Shares that were transferred to an estate planning trust that now owns approximately 14.0 % of the common stock outstanding. As a result, we no longer have any shares of Class B Common Stock issued or outstanding . Treasury Stock In March 2013, our Board of Directors authorized an increase in the amount committed to our Stock Buy-Back Program (the “Buy-Back Program”) from $ 60 million to $ 75.8 million. The Buy-Back Program allows us to repurchase our Class A Common Stock. As of December 31, 2025, we had remaining authorization of $ 15.2 million for future repurchases of our Class A Common Stock. Repurchases of shares of our Common Stock are recorded as Treasury stock and result in a reduction of Shareholders’ equity. During 2025 and 2024, we acquired 219,326 shares at an average price of $ 11.55 per share and 21,865 shares at an average price of $ 13.28 per share, respectively. Revenue Recognition Revenue from the sale of commercial broadcast time to advertisers is recognized when commercials are broadcast. Revenue is reported net of advertising agency commissions. Agency commissions, when applicable are based on a stated percentage applied to gross billing. All revenue is recognized in accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 116, and The Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers . ​ 59 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) Local Marketing Agreements We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets in the past. In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells its own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying Consolidated Statements of Income (Loss). Assets and liabilities related to the TBAs/LMAs are included in the accompanying Consolidated Balance Sheets. Advertising and Promotion Costs Advertising and promotion costs are expensed as incurred. Such costs amounted to $ 1,411,000 and $ 1,848,000 for the years ended years ended December 31, 2025 and 2024, respectively. Income Taxes The provision for income taxes is calculated using the asset and liability method, under which deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is primarily dependent upon the generation of future taxable income. Our effective tax rate is higher than the federal statutory rate as a result of the inclusion of state taxes in the income tax amount offset by permanent benefit differences primarily relating to executive compensation. Dividends The Company currently intends to declare regular quarterly cash dividends, we well as variable dividends in accordance with the terms of our variable dividend policy. The Company may also declare special dividends in future periods. The declaration and payment of any future dividend, whether fixed, special or based on the variable policy will remain at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future expectations and other pertinent factors. During 2025, the Company’s Board of Directors declared four quarterly cash dividends on its Class A Common Stock. These dividends totaling $ 1.00 per share and approximately $ 6.4 million were paid during 2025. During 2024, the Company’s Board of Directors declared four quarterly cash dividends and a variable dividend on its Class A Common Stock. These dividends totaling $ 1.60 per share and approximately $ 10.0 million were paid during 2024. Additionally, $ 12.5 million of dividends declared in the fourth quarter of 2023, were paid during 2024. Stock-Based Compensation Stock-based compensation cost for stock option awards is estimated on the date of grant using a Black-Scholes valuation model and is expensed on a straight-line method over the vesting period of the options. Stock-based compensation expense is recognized net of estimated forfeitures. The fair value of restricted stock awards is determined based on the closing market price of our Class A Common Stock on the grant date and is adjusted at each reporting date based on the amount of shares ultimately expected to vest. See Note 7 — Stock-Based Compensation for further details regarding the expense calculated under the fair value based method. 60 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) Segments ​ We serve twenty-eight radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under one reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. The Company’s Chief Executive Officer is our Chief Operating Decision Maker (“CODM”) and evaluates the results of the radio operating segment and makes operating and capital investment decisions based at the Company level. Furthermore, technological enhancements and system integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. Managers at the market level do not report to the CODM and instead report to other senior management, who are responsible for the operational oversight of radio markets and for communication of results to the CODM. The CODM is regularly provided with financial information consistent with the Consolidated Statement of Income (Loss) presented within. Specifically, the CODM utilizes consolidated operating income (loss) as profitability measures for purposes of marking operating decisions and assessing financial performance. Further, the CODM reviews and utilizes station operating expense and corporate general and administrative expenses at the consolidated level to manage the Company’s operations. Other segment items included in the consolidated net income are interest expense, interest income, other (income) expenses, net and income tax (benefit) expense, which are reflected in the Consolidated Statement of Income (Loss). We continually review our operating segment classification to align with operational changes in our business and may make changes as necessary. ​ Significant departmental expenses included in station operating expenses for the years ended December 31, 2025 and December 31, 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (In thousands) Programming and Technical ​ $ 31,081 ​ ​ ​ $ 29,926 Station General and Administrative ​ 27,573 ​ 28,080 Selling ​ 22,383 ​ 23,472 Digital ​ ​ 7,454 ​ ​ 6,615 Other (1) ​ 3,290 ​ 3,742 Station Operating Expense ​ $ 91,781 ​ $ 91,835 ​ ​ ​ ​ ​ ​ ​ (1) Other includes production and news departments, advertising and promotional expense. ​ ​ Earnings Per Share Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security. We have participating securities related to restricted stock units, granted under our Second Amended and Restated 2005 Incentive Compensation Plan and our 2023 Incentive Compensation Plan, that earn dividends on an equal basis with common shares. In applying the two-class method, earnings are allocated to both common shares and participating securities. ​ 61 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) The following table sets forth the computation of basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ 2024 ​ ​ ​ ​ (In thousands, except per share data) ​ Numerator: ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ ​ $ ( 7,899 ) ​ $ 3,460 ​ Less: (Loss) income allocated to unvested participating securities ​ ​ ( 368 ) ​ 111 ​ Net (loss) income available to common shareholders ​ ​ $ ( 7,531 ) ​ $ 3,349 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ Denominator for basic earnings per share — weighted average shares ​ ​ 6,152 ​ 6,075 ​ Effect of dilutive securities: ​ ​ ​ ​ ​ ​ Common stock equivalents ​ ​ — ​ — ​ Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions ​ ​ 6,152 ​ 6,075 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income per share: ​ ​ ​ ​ ​ ​ Basic ​ ​ $ ( 1.22 ) ​ $ 0.55 ​ Diluted ​ ​ $ ( 1.22 ) ​ $ 0.55 ​ ​ There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the years ended years ended December 31, 2025 and 2024, respectively. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on fluctuations in the stock price. Reclassifications Certain prior periods amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net income (loss). Recent Accounting Pronouncements New Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU “) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires expanded disclosure of our income rate reconciliation and income taxes paid. ASU 2023-09 is effective for us for annual periods beginning after January 1, 2025. The Company retrospectively adopted this standard beginning with the 2024 annual period. The adoption of ASU-2023-09 did not have a significant impact on the Company’s financial results and operations but did add incremental financial statement disclosures. In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (DISE)” (“ASU 2024-03”), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses on an annual and interim basis. In January 2024, the FASB issued ASU 2025-01 clarifying the effective date for ASU-2024-03. ASU 2024-03 is effective for us for annual periods beginning January 1, 2027 and interim periods beginning after January 1, 2028. We are currently evaluating the impact ASU 2024-03 will have on our financial statement disclosures. 62 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”) to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. ASU 2025-05 is effective for us for annual periods beginning January 1, 2026 and interim periods within that year. The Company elected to early adopt this standard and it did not have a significant impact on the Company’s financial results and operations. ​ In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”, (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption. ​ In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, (“ASU 2025-12”), which provides for several updates to the codification. The amendments of ASU 2025-12 are effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption. ​ ​ 2. Revenue Nature of goods and services The following is a description of principal activities from which we generate our revenue: Broadcast Advertising Revenue Our primary source of revenue is from the sale of advertising for broadcast on our stations. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory placed by agency and are reported as a reduction of advertising revenue. Digital Advertising Revenue We recognize revenue from our digital initiatives across multiple platforms such as targeted display advertising, search engine management, search engine optimization, online promotions, advertising on our online news sites and websites and digital audio streams, mobile messaging, email marketing and other e-commerce. Revenue is recorded when each specific performance obligation in the digital advertising campaign takes place, typically within a one month period. Digital audio stream revenue is recognized when the commercial spots have streamed. Third-party products such as targeted display advertising are recognized over time as digital items are used for advertising content and impression targets are met each month. The Company assesses each digital order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for digital revenue with the exception of national streaming where we operate as the agent. 63 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) Other Revenue Other revenue includes revenue from concerts, promotional events, tower rent and other miscellaneous items. Revenue is generally recognized when the event is completed, as the promotional events are completed or as each performance obligation is satisfied. Disaggregation of Revenue The following table presents revenues disaggregated by revenue source: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ (in thousands) Types of Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Broadcast Advertising Revenue, net ​ ​ $ 81,575 ​ $ 89,740 ​ Digital Advertising Revenue ​ ​ 16,947 ​ 14,221 ​ Other Revenue ​ ​ 8,590 ​ 8,958 ​ Net Revenue ​ ​ $ 107,112 ​ $ 112,919 ​ ​ Contract Liabilities Payments from our advertisers are generally due within 30 days although certain advertisers are required to pay in advance. When an advertiser pays for the services in advance of the performance obligations these prepayments are contract liabilities. Typical contract liabilities relate to prepayments for advertising spots not yet run; prepayments from sponsors for events that have not yet been held; and gift cards sold on our websites used to finance a broadcast advertising campaign. Generally all contract liabilities are expected to be recognized within one year and are included in accounts payable in the Company’s Consolidated Financial Statements and are immaterial. Transaction Price Allocated to the Remaining Performance Obligations As the majority of our contracts are one year or less, we have utilized the optional exemption under ASC 606-10-50-14 and will not disclose information about the remaining performance obligations for contracts which have original expected durations of one year or less. ​ 3. Broadcast Licenses, Goodwill and Other Intangible Assets We evaluate our FCC licenses for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We operate our broadcast licenses in each market as a single asset and determine the fair value by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcast licenses. The fair value calculation contains assumptions incorporating variables that are based on past experiences and judgments about future operating performance using industry normalized information for an average station within a market. These variables include, but are not limited to: (1) the forecasted growth rate of each radio market, including population, household income, retail sales and other expenditures that would influence advertising expenditures; (2) the estimated available advertising revenue within the market and the related market share and profit margin of an average station within a market; (3) estimated capital start-up costs and losses incurred during the early years; (4) risk-adjusted discount rate; (5) the likely media competition within the market area; and (6) terminal values. If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value. The FCC license valuations are Level 3 non-recurring fair value measurements. 64 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) We also evaluate goodwill for impairment annually, or more frequently if certain circumstances are present. The Company has one reporting unit for purposes of goodwill impairment testing. The income approach was used and it is based upon a discounted cash flow analysis incorporating significant assumptions such as projected revenues including a projected long-term growth rate, projected operating margins, projected general and administrative expenses, and a discount rate appropriate for the industry. Under the income approach, if the fair value of our reporting unit is less than the carrying amount, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds our reporting unit’s fair value. The loss recognized will not exceed the total amount of goodwill allocated to our reporting unit. The goodwill valuations are Level 3 non-recurring fair value measurements. We evaluate amortizable intangible assets for recoverability when circumstances indicate impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, then the net book value is reduced to the estimated fair value. Amortizable intangible assets are included in other intangibles, deferred costs and investments in the consolidated balance sheets. Broadcast Licenses We have recorded the changes to broadcast licenses for the years ended December 31, 2025 and 2024 as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ (in thousands) ​ ​ ​ ​ Balance at January 1, 2024 ​ $ 90,240 Acquisitions ​ 2,150 Disposals ​ ​ ( 893 ) Balance at December 31, 2024 ​ $ 91,497 Impairment Charge ​ ( 1,168 ) Disposals ​ ​ ( 18 ) Balance at December 31, 2025 ​ $ 90,311 ​ 2025 Impairment Test We completed our impairment annual impairment test of broadcast licenses during the fourth quarter of 2025. We elected to bypass the qualitative assessment on five of our markets that as of our last annual impairment testing had the least amount of variance between the estimated fair value and the carrying value and perform quantitative testing. We performed a qualitative assessment on all of our remaining markets (reporting units). As a result of the quantitative tests performed in the fourth quarter of 2025, the Company determined that the fair value of broadcast license was less than the carrying amount on the balance sheet and recorded non-cash impairment charges of $ 1,168,000 related to the FCC license at our Ithaca, New York market. We determined that the fair value of the broadcast licenses was greater than the carrying value recorded for each of our other markets tested and, accordingly, no impairment was recorded in any other market tested. The following table reflects certain key estimates and assumptions used in the impairment tests during the fourth quarter ended 2025 and the fourth quarter of 2024. The ranges for operating profit margin and market long-term revenue growth rates vary by market. In general, when comparing between 2025 and 2024: (1) the market specific operating profit margin range declined; (2) the market long-term revenue growth rates decreased slightly; (3) the discount rate decreased from 2024; and (4) current year revenue projections decreased with amounts previously projected for 2025 for 65 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) the five markets quantitatively tested. The impairment loss in our Ithaca, New York market was primarily due to a decrease in projected revenue. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fourth ​ ​ ​ Fourth ​ ​ ​ ​ ​ Quarter ​ Quarter ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Discount rates 8.5 % 9.0 % Operating profit margin ranges 21.6 %- 24.8 % 17.8 % - 36.4 % Market long-term revenue growth rates - 0.5 % 0.5 % - 1.5 % ​ If actual market conditions are less favorable than those estimated by us or if events occur or circumstances change that would reduce the fair value of our broadcast licenses below the carrying value, we may be required to recognize additional impairment charges in future periods. Such a charge could have a material effect on our consolidated financial statements. We will continue to monitor potential triggering events and perform the appropriate analysis when deemed necessary. 2024 Impairment Test During the fourth quarter of 2024, we completed our annual impairment test of broadcast and determined that the fair value of the broadcast licenses was greater than the carrying value recorded for each of our markets and, accordingly, no impairment was recorded. Goodwill During the fourth quarter of 2025, the Company performed its annual test of goodwill in accordance with ASC 350 and determined that the fair value of goodwill was less than the carrying amount on the balance sheet and recorded a non-cash impairment charge of $ 19,229,000 , representing the full carrying value of goodwill associated with the reporting unit. The impairment was driven by lower than expected revenue growth seen in the fourth quarter of 2025 for our radio advertising revenue and the radio industry as a whole which resulted in less than favorable market projections and operating profit margins used in our annual impairment calculation performed in the fourth quarter. Following the impairment charge, no goodwill remains recorded for the reporting unit. The following table reflects certain key estimates and assumptions used in the impairment tests during the fourth quarter of 2025: ​ ​ ​ ​ ​ ​ ​ Discount rate 8.5 % Operating profit margin ranges 13.4 %- 19.5 % Long-term revenue growth rate 0.2 %- 1.1 % ​ During the fourth quarter of 2024, the Company performed its annual impairment test of goodwill in accordance with ASC 350 and determined that the fair value was in excess of its carrying value and, accordingly, no impairment was recorded. The following table reflects certain key estimates and assumptions used in the impairment tests during the fourth quarter of 2024: ​ ​ ​ ​ ​ ​ ​ Discount rate 9.0 % Operating profit margin ranges 19.7 % - 27.0 % Long-term revenue growth rate 1.2 % ​ 66 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) We have recorded the changes to goodwill for each of the years ended December 31, 2025 and 2024 as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ (in thousands) ​ ​ ​ ​ Balance at January 1, 2024 ​ $ 19,236 Acquisitions ​ 76 Disposals ​ ​ ( 83 ) Balance at December 31, 2024 ​ $ 19,229 Impairment Charge ​ ​ ( 19,229 ) Balance at December 31, 2025 ​ $ — ​ ​ Other Intangible Assets We have recorded amortizable intangible assets at December 31, 2025 as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ Accumulated ​ Net ​ ​ ​ ​ Amount ​ ​ ​ Amortization ​ ​ ​ Amount ​ ​ (In thousands) Non-competition agreements ​ $ 3,861 ​ $ 3,861 ​ $ — Favorable lease agreements ​ 5,965 ​ 5,706 ​ 259 Customer relationships ​ 5,560 ​ 5,160 ​ 400 Other intangibles ​ 2,013 ​ 1,918 ​ 95 Total amortizable intangible assets ​ $ 17,399 ​ $ 16,645 ​ $ 754 ​ We have recorded amortizable intangible assets at December 31, 2024 as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ Carrying ​ Accumulated ​ Net ​ ​ ​ ​ Amount ​ ​ ​ Amortization ​ ​ ​ Amount ​ (In thousands) Non-competition agreements $ 3,861 ​ $ 3,861 $ — Favorable lease agreements ​ ​ 5,965 ​ 5,679 ​ ​ 286 Customer relationships ​ ​ 5,560 ​ 4,860 ​ ​ 700 Other intangibles ​ ​ 2,001 ​ 1,857 ​ ​ 144 Total amortizable intangible assets $ 17,387 $ 16,257 $ 1,130 ​ Aggregate amortization expense for these intangible assets for the years ended December 31, 2025 and 2024, was $ 350,000 and $ 270,000 , respectively. Our estimated annual amortization expense for the years ending December 31, 2026, 2027, 2028, 2029 and 2030 is $ 355,000 , $ 106,000 , $ 28,000 , $ 24,000 and $ 14,000 , respectively. ​ ​ ​ ​ 67 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) 4. Long-Term Debt Long-term debt consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (In thousands) Revolving credit facility ​ $ 5,000 ​ $ 5,000 Amounts payable within one year ​ — ​ — ​ ​ $ 5,000 ​ $ 5,000 ​ Future maturities of long-term debt are as follows: ​ ​ ​ ​ ​ Year Ending ​ ​ ​ ​ ​ ​ ​ December 31, ​ Amount ​ ​ (In thousands) ​ ​ ​ ​ 2026 ​ $ — 2027 ​ 5,000 2028 ​ ​ 2029 ​ — 2030 ​ — Thereafter ​ — ​ ​ $ 5,000 ​ In connection with the Sale-Leaseback Transaction described in Note 16, the Company entered into a Fourth Amendment (“Fourth Amendment”) to its Credit Agreement, dated as of August 18, 2015 and amended on September 1, 2017, June 17, 2018, and December 19, 2022, between the Company, JPMorgan Chase Bank, N.A. and The Huntington National Bank (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders (“Agent”), (i) reducing the aggregate amount of the Lender’s revolving commitments from $ 50,000,000 to $ 40,000,000 , and (ii) releasing the Agent’s security interest in the GTC Assets, but not any proceeds paid for the GTC Assets or any other collateral. On December 19, 2022, we entered into a Third Amendment to our Credit Facility, (the “Third Amendment”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (collectively, the “Lenders”), established an interest rate equal to the secured overnight financing rate (“SOFR”) as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest base and increased the basis points. We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the Credit Facility and each of our subsidiaries has guaranteed the Credit Facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the Credit Facility. Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR ( 3.87 % at December 31, 2025), plus 1 % to 2 % or the base rate plus 0 % to 1 % . The spread over SOFR and the base rate vary from time to time, depending upon our financial leverage. Letters of credit issued under the Credit Facility will be subject to a participation fee (which is equal to the interest rate applicable to Eurocurrency Loans, as defined in the Credit Agreement) payable to each of the Lenders and a fronting fee equal to 0.25 % per annum payable to the issuing bank. Under the Third Amendment, we now pay quarterly commitment fees of 0.25 % per annum on the unused portion of the Credit Facility. We previously paid quarterly commitment fees of 0.2 % to 0.3 % per annum on the unused portion of the Revolving Credit Facility. 68 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) The Credit Facility contains a number of financial covenants (all of which we were in compliance with at December 31, 2025) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances. We had approximately $ 35 million and $ 45 million unused borrowing capacity under the Revolving Credit Facility at December 31, 2025 and 2024, respectively. ​ 5. Supplemental Cash Flow Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid during the period for: ​ ​ ​ ​ ​ ​ ​ Interest ​ $ 408 ​ $ 315 ​ Federal income taxes (net of refunds) ​ $ 800 ​ $ 1,200 ​ State income taxes (net of refunds) ​ $ 66 ​ $ 408 ​ Non-cash transactions: ​ ​ ​ ​ ​ ​ ​ Barter revenue ​ $ 2,418 ​ $ 2,442 ​ Barter expense ​ $ 2,325 ​ $ 2,531 ​ Non-cash rent expense ​ $ 54 ​ $ — ​ Prepaid rent received as part of sale and lease back transaction ​ $ 5,244 ​ $ — ​ Use of treasury shares for 401(k) match ​ $ 290 ​ $ 268 ​ ​ ​ 6. Income Taxes On July, 4, 2025, new tax law was signed known as the One Big Beautiful Bill Act (“OBBBA”), providing permanent extension for several business tax provisions originally enacted under the Tax Law and Jobs Act and introduced significant changes to the U.S. federal income tax system, effective beginning with the 2025 calendar year. Key provisions of the legislation include the restoration of 100% bonus depreciation. The Company recorded the impacts of the new OBBBA tax provisions in its financial statements for 2025. The primary impact of the legislation was increased tax amortization and depreciation. An income tax benefit of $ 2,570,000 was recorded for the year ended December 31, 2025 compared to income tax expense of $ 1,110,000 for the year ended December 31, 2024. The effective tax rate was approximately 24.5 % for the year ended December 31, 2025 compared to 24.3 % for the year ended December 31, 2024. The 2024 year to date tax rate was impacted by the transfer of a split dollar life insurance policy in the fourth quarter valued at $ 1 million to the estate of our previous CEO in accordance with his employment agreement that was a permanent benefit difference between our book and taxable income. ​ 69 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Property and equipment ​ $ 3,327 ​ $ 3,852 Intangible assets ​ 18,662 ​ 23,377 Right of use assets ​ ​ 2,380 ​ ​ 1,803 Prepaid expenses ​ 511 ​ 470 Total deferred tax liabilities ​ 24,880 ​ 29,502 Deferred tax assets: ​ ​ ​ ​ ​ ​ Allowance for credit losses ​ 211 ​ 194 Compensation ​ 1,246 ​ 1,259 Lease liability ​ ​ 1,407 ​ ​ 1,890 Other accrued liabilities ​ 89 ​ 152 ​ ​ 2,953 ​ 3,495 Less: valuation allowance ​ — ​ — Total net deferred tax assets ​ 2,953 ​ 3,495 Net deferred tax liabilities ​ $ 21,927 ​ $ 26,007 Current portion of deferred tax assets ​ $ 425 ​ $ 628 Non-current portion of deferred tax liabilities ​ ( 22,352 ) ​ ( 26,635 ) Net deferred tax liabilities ​ $ ( 21,927 ) ​ $ ( 26,007 ) ​ Deferred tax assets are required to be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. At December 31, 2025 and December 31, 2024, we do no t have a valuation allowance for net deferred tax assets. At December 31, 2025 and 2024, net deferred tax liabilities include a deferred tax asset of $ 2,953,000 and $ 3,495,000 , respectively, relating to deferred compensation, stock-based compensation expense, accrued compensation, lease liabilities, the allowance for credit losses, and other accrued expenses. 70 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) The significant components of the provision for income taxes are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ (In thousands) ​ Current: ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 1,200 ​ $ 940 ​ State ​ 320 ​ 285 ​ Total current ​ 1,520 ​ 1,225 ​ Deferred: ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ ( 3,340 ) ​ ​ ( 150 ) ​ State ​ ​ ( 750 ) ​ ​ 35 ​ Total deferred (benefit) ​ ( 4,090 ) ​ ( 115 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Income Tax Provision (Benefit) ​ $ ( 2,570 ) ​ $ 1,110 ​ ​ The reconciliation of income tax on income (loss) computed at the U.S. federal statutory tax rates to the recorded income tax expense (benefit) for the Company is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ Percent ​ Amount ​ Percent ​ ​ ​ (In thousands) ​ ​ ​ ​ Tax expense (benefit) at U.S. statutory rates ​ $ ( 2,198 ) ​ 21.0 % ​ $ 960 ​ 21.0 % ​ State tax expense (benefit), net of federal benefit (1) ​ ( 498 ) ​ 4.8 % ​ 270 ​ 5.9 % ​ Nontaxable or nondeductible items ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tax expense on deficit from restricted stock vesting ​ ​ 156 ​ ( 1.5 ) % ​ ​ 167 ​ 3.7 % ​ Tax benefit from dividends paid on restricted stock ​ ( 57 ) ​ 0.5 % ​ ( 144 ) ​ ( 3.2 ) % ​ Other nontaxable and nondeductible items, net ​ ​ 59 ​ ( 0.6 ) % ​ ​ ( 134 ) ​ ( 2.9 ) % ​ Other adjustments ​ ( 32 ) ​ 0.3 % ​ ( 9 ) ​ ( 0.2 ) % ​ Income tax (benefit) expense ​ $ ( 2,570 ) ​ 24.5 % ​ $ 1,110 ​ 24.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) In 2025, state taxes in Massachusetts, Wisconsin and Virginia make up the majority of the tax effect in this category. In 2024, state taxes in Massachusetts, Wisconsin, Virginia and New Hampshire make up the majority of the tax effect in this category. ​ ​ The 2025 effective tax rates exceed the federal statutory rate primarily due to non-deductible compensation related expenses and state income taxes. The 2024 effective tax rate exceeds the federal statutory rate primarily due to the inclusion of state taxes in the income tax amount offset by a permanent benefit difference primarily relating to executive compensation and the transfer of a split dollar life insurance policy to the estate of our former CEO that resulted in a permanent difference between book and taxable income. The Company files income taxes in the U.S. federal jurisdiction, and in various state and local jurisdictions. The Company is no longer subject to U.S. federal examinations by the Internal Revenue Service (IRS) for years prior to 2023. The Company is subject to examination for income and non-income tax filings in various states and federal income tax. As of December 31, 2025, and 2024 there were no accrued balances recorded related to uncertain tax positions. 71 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) We classify income tax-related interest and penalties that are related to income tax liabilities as a component of income tax expense. For the year ended December 31, 2025 and 2024, we had $ 362 and $ 2,000 , respectively, in tax-related interest and penalties and had $ 0 accrued at December 31, 2025 and 2024. ​ ​ 7. Stock-Based Compensation 2005 Incentive Compensation Plan On May 13, 2019 our shareholders approved an amendment to the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan (as amended, “The Second Restated 2005 Plan”). This plan was first approved in 2005, and subsequently re-approved in 2010 and 2013. The amendment to the Second Restated 2005 Plan (i) extended the date for making awards to September 6, 2023 and (ii) increased the number of authorized shares under the Plan by 90,000 shares of Class B Common Stock. The Second Restated 2005 Plan allowed for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to eligible employees and non-employee directors. As of December 31, 2025, there are no longer any unvested restricted stock awards for the Second Restated 2005 Plan. The number of shares of Common Stock that was allowed to be issued under the Second Restated 2005 Plan may not exceed 370,000 shares of Class B Common Stock, 990,000 shares of Class A Common Stock of which up to 620,000 shares of Class A Common Stock were to be issued pursuant to incentive stock options and 370,000 Class A Common Stock were to be issued upon conversion of Class B Common Stock. Awards denominated in Class A Common Stock were to be granted to any employee or director under the Second Restated 2005 Plan. Upon the passing of Mr. Christian, we no longer have any holders of Class B Common Stock, as those awards denominated in Class B Common Stock were only able to be granted to Mr. Christian. Stock options granted under the Second Restated 2005 Plan were to be for terms not exceeding ten years from the date of grant and could not be exercised at a price which was less than 100% of the fair market value of shares at the date of grant . 2023 Incentive Compensation Plan On May 8, 2023 our shareholders approved the 2023 Incentive Compensation Plan (the “2023 Plan”). The 2023 Plan replaces the Second Restated 2005 Plan. The Board of Directors does not intend to make any further awards under the Second Restated 2005 Plan. However, each outstanding award under the Second Restated 2005 Plan will remain outstanding under the Second Restated 2005 Plan and will continue to be governed under its terms and any applicable award agreement. The 2023 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards, including cash to eligible employees and non-employee directors of the Company and its subsidiaries. The number of shares of Common Stock that may be issued under the 2023 Plan may not exceed 600,000 shares of Class A Common Stock. Stock-Based Compensation Our stock-based compensation expense is measured and recognized for all stock-based awards to employees using the estimated fair value of the award. Compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award. For these awards, we have recognized compensation expense using a straight-line amortization method. Accounting guidance requires that stock-based compensation expense be based on awards that are ultimately expected to vest; therefore stock-based compensation has been adjusted for estimated forfeitures. When estimating forfeitures, we consider voluntary termination behaviors as well as trends of actual option forfeitures. ​ 72 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) All stock options were fully vested and expensed at December 31, 2012, therefore there was no compensation expense related to stock options for the years ended December 31, 2025 and 2024. We calculated the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The estimated expected volatility, expected term of options and estimated annual forfeiture rate were determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. There were no options granted during 2025 and 2024 and there were no stock options outstanding as of December 31, 2025. The following summarizes the restricted stock transactions for the year ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date ​ ​ ​ ​ Shares ​ ​ ​ Fair Value ​ ​ ​ ​ ​ ​ Outstanding at January 1, 2024 193,529 ​ $ 22.36 Granted 177,634 ​ 11.86 Vested ( 85,321 ) ​ 22.94 Forfeited/canceled/expired ( 1,040 ) ​ 23.07 Outstanding at December 31, 2024 284,802 ​ $ 15.64 Granted 125,362 ​ ​ 11.92 Vested ( 126,452 ) ​ ​ 17.44 Forfeited/canceled/expired ( 5,039 ) ​ ​ 14.69 Non-vested and outstanding at December 31, 2025 278,673 ​ $ 13.16 Weighted average remaining contractual life (in years) 2.1 ​ ​ ​ The net value of unrecognized compensation cost related to unvested restricted stock awards aggregated $ 3,552,000 and $ 4,264,000 at December 31, 2025 and 2024, respectively. For the years ended December 31, 2025 and 2024 we had $ 2,132,000 and $ 1,950,000 , respectively, of total compensation expense related to restricted stock-based arrangements. The expense is included in corporate general and administrative expenses in our results of operations. The associated tax benefit recognized for the years ended December 31, 2025 and 2024 was $ 561,000 and $ 513,000 , respectively. ​ 73 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) ​ 8. Employee Benefit Plans 401(k) Plan We have a defined contribution pension plan (“401(k) Plan”) that covers substantially all employees. Employees can elect to have a portion of their wages withheld and contributed to the plan. The 401(k) Plan also allows us to make a discretionary contribution. Total administrative expense under the 401(k) Plan was $ 1,000 and $ 1,000 in 2025 and 2024, respectively. The Company’s discretionary contribution to the plan was approximately $ 305,000 and $ 291,000 for the years ended December 31, 2025 and 2024, respectively. Deferred Compensation Plan In 1999 we established a Nonqualified Deferred Compensation Plan which allows officers and certain management employees to annually elect to defer a portion of their compensation, on a pre-tax basis, until their retirement. The retirement benefit to be provided is based on the amount of compensation deferred and any earnings thereon. Deferred compensation expense for the years ended December 31, 2025 and 2024 was $ 307,000 and $ 332,000 , respectively. Deferred compensation liability for the years ended December 31, 2025 and 2024 was $ 2.9 million and $ 2.4 million, respectively. We invest in company-owned life insurance policies to assist in funding these programs. The cash surrender values of these policies are in a rabbi trust and are recorded as our assets. Split Dollar Officer Life Insurance We provide split dollar insurance benefits to certain executive officers and record an asset equal to the cumulative premiums paid on the related policies, as we will fully recover these premiums under the terms of the plan. We retain a collateral assignment of the cash surrender values and policy death benefits payable to insure recovery of these premiums. ​ 9. Acquisitions and Dispositions The consolidated statements of income (loss) include the operating results of the acquired stations from their respective dates of acquisition. All acquisitions were accounted for as purchases and, accordingly, the total purchase consideration was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates. The excess of the consideration paid over the estimated fair value of net assets acquired have been recorded as goodwill. The Company accounts for acquisition under the provisions of FASB ASC Topic 805, Business Combinations . Management assigned fair values to the acquired property and equipment through a combination of cost and market approaches based upon each specific asset’s replacement cost, with a provision for depreciation, and to the acquired intangibles, primarily an FCC license, based on the Greenfield valuation methodology, a discounted cash flow approach. 2025 Dispositions ​ On February 18, 2025, we submitted a request to the FCC to cancel our FCC license for WVAX-AM located in our Charlottesville, Virginia market. We recorded a $ 19,000 loss on the disposal in our other operating (income) expense , net line item on our Consolidated Statement of Income (Loss). 74 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) 2024 Acquisitions and Dispositions On February 13, 2024, we entered into an agreement to purchase the assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc. serving the Greater Lafayette, Indiana radio market for $ 5.3 million, subject to certain purchase price adjustments. The Company closed on this transaction on May 31, 2024, using funds from operations and borrowings under our credit agreement, of $ 5,832,000 , which included the purchase price of $ 5,300,000 , the purchase of $ 499,000 in accounts receivable and transactional costs of approximately $ 121,000 offset by $ 88,000 in certain closing adjustments. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in Lafayette, Indiana as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. The $ 76,000 allocated to goodwill is deductible for tax purposes. The fair value of the property and equipment was estimated using cost and market approaches. The fair value of the FCC license was estimated using the discounted cash flow method. Goodwill was equal to the amount the purchase price exceeded the values allocated to the tangible and identifiable intangible assets. The Company finalized the fair value of the FCC license and goodwill during the fourth quarter of 2024 from the initial estimated after final determination of key assumptions used in the discounted cash flow analysis. The key assumptions used in the discounted cash flow analysis for the fair value of the FCC license were as follows: ​ ​ ​ ​ ​ ​ ​ Discount rate 9.5 % Operating profit margin ranges 27.5 % Market long-term revenue growth rates 0.5 % ​ On May 31, 2024, we closed on an agreement to sell WNDN-FM located in our Ocala-Gainesville, Florida market to Suncoast Radio, Inc. for $ 150,000 . We recorded a $ 20,000 loss on the sale in our other operating (income) expense , net line on our Consolidated Statement of Income (Loss) . On March 29, 2024, we closed on an agreement to sell WYSE-AM, W275CP translator and W248CM translator located in our Asheville, North Carolina market to EZ Radio LLC for $ 10,000 . We recorded a $ 147,000 loss on the sale in our other operating (income) expense , net line item on our Consolidated Statement of Income (Loss) . On March 22, 2024, we submitted a request to the FCC to cancel our FCC license for KBAI-AM located in our Bellingham, Washington market. We recorded an $ 800,000 loss on the disposal in our other operating (income) expense, net line item on our Consolidated Statement of Income (Loss) . 75 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) Condensed Consolidated Balance Sheet of 2024 Acquisitions: The following condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2024 acquisitions at their respective acquisition dates. The allocation of the purchase price for the 2024 acquisition is final at December 31, 2024. Condensed Consolidated Balance Sheet of 2024 Acquisitions ​ ​ ​ ​ ​ ​ ​ Acquisitions in ​ ​ ​ ​ 2024 ​ ​ (In thousands) Assets Acquired: ​ ​ ​ Current assets ​ $ 534 Property and equipment ​ ​ 2,035 Other assets: ​ ​ ​ Broadcast licenses ​ ​ 2,150 Goodwill ​ ​ 76 Other intangibles, deferred costs and investments ​ ​ 1,044 Total other assets ​ ​ 3,270 Total assets acquired ​ ​ 5,839 Liabilities Assumed: ​ ​ ​ Current liabilities ​ ​ 128 Total liabilities assumed ​ ​ 128 Net assets acquired ​ $ 5,711 ​ ​ 76 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) Pro Forma Results of Operations for Acquisitions (Unaudited) ​ The following unaudited pro forma results of our operations for the year ended December 31, 2024 assume the 2024 acquisitions occurred as of January 1, 2024. The pro forma results give effect to certain adjustments, including depreciation, amortization of intangible assets, increased interest expense on acquisition debt and related income tax effects. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations that would actually have occurred had the combinations been in effect on the dates indicated or which may occur in the future. ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ ​ ​ 2024 ​ ​ (In thousands, except per share data) Pro forma Consolidated Results of Operations ​ ​ ​ Net operating revenue ​ $ 114,087 Station operating expense ​ 92,750 Corporate general and administrative ​ 12,398 Depreciation and amortization ​ 5,512 Other operating (income) expense, net ​ 1,048 Operating (loss) income ​ 2,379 Interest expense ​ 479 Interest income ​ ( 1,047 ) Other income ​ ( 1,516 ) (Loss) income before income tax expense ​ 4,463 Income tax (benefit) expense ​ ​ ​ Current ​ ​ 1,200 Deferred ​ ( 119 ) ​ ​ ​ 1,081 Net (loss) income ​ $ 3,382 ​ ​ ​ ​ (Loss) income per share: ​ ​ ​ Basic ​ $ 0.54 Diluted ​ $ 0.54 ​ ​ 10. Related Party Transactions Payments Under the Principal Shareholder Employment Agreement Following the passing of Mr. Christian on August 19, 2022, the Company was required to make several payments to his estate as outlined in his employment agreement and disclosed previously. Under the agreement, the Company was responsible to pay the estate’s income tax obligation relating to the transfer of a split dollar life insurance policy and as such, recorded $ 480,000 in the fourth quarter of 2024 when the transfer of the policy occurred. The payment was made to the estate on July 31, 2025. Additionally, under the agreement, the Company shall continue to pay for the healthcare coverage and life insurance premiums for Mr. Christian’s spouse for ten years which totals approximately $ 800,000 . Mr. Forgy’s Employment Agreement On November 16, 2022, we entered into an employment agreement with Christopher S. Forgy, who was appointed as our President and CEO effective December 7, 2022. Mr. Forgy’s employment agreement had an initial term of three years , and in December 2024, pursuant to the agreement, we and Mr. Forgy mutually agreed to extend the term for the 77 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) additional two years (the “renewal period”). Under the agreement, Mr. Forgy’s base salary is set at $ 670,000 for the first year and will increase 4 % annually. Mr. Forgy will have the opportunity to earn an annual performance bonus under the CEO Plan. His bonus in any fiscal year will be in a minimum of 35 % and a maximum of 100 % of his annual base salary as of January 1 of the fiscal year, and will be based on his performance and the achievement of performance goals established by the Compensation Committee within the first 90 days of the fiscal year. The Board may instead grant Mr. Forgy a discretionary bonus in the case of a financial, national or global occurrence, or a generally difficult year. Mr. Forgy was granted a $ 215,000 discretionary bonus for the 2025 fiscal year and a $ 243,950 discretionary bonus for the 2024 fiscal year. Mr. Forgy is also eligible for equity awards under the 2023 Incentive Compensation Plan, or any successor equity incentive plan, in accordance with the provisions of that plan that apply to the CEO. Mr. Forgy will continue to participate in our employee benefit plans, including the medical reimbursement plan, 401(k) plan, deferred compensation plan, and other health and welfare benefit plans. He will be entitled to five weeks of paid vacation days per calendar year. The Company will furnish him with an automobile, pay the initiation fee and monthly dues for a non-golf country club membership and provide Mr. Forgy with a split dollar life insurance agreement with premiums payable by the Company. Either the Company or Mr. Forgy may terminate the employment term for any reason generally with 30 days advance notice. If Mr. Forgy’s employment is terminated by us for cause, if he resigns without good reason, or if his employment terminates by reason of death or disability, he will receive any accrued but unpaid base salary and any benefits under the Company’s benefit plans (the “accrued amounts.”) If Mr. Forgy’s employment is terminated by us without cause or if he resigns for good reason, he will receive the accrued amounts; continuation of his base salary for the longer of 18 months or the remainder of the three year initial term or the two-year renewal period, as applicable; any awarded but unpaid annual bonus with respect to any completed fiscal year preceding the termination date; immediate and full vesting of any unvested shares of restricted stock then held by Mr. Forgy; and payment or reimbursement of COBRA premiums for Mr. Forgy and his spouse for up to 18 months . Mr. Forgy agreed that, for a period of 12 months after the termination of his employment, he will not (i) solicit business of the type performed by the Company anywhere in the United States; (ii) solicit from any person who has purchased services from the Company during the three years preceding his termination for business of the type performed by the Company in the United States, or in any other location; or (iii) offer employment to any person employed by the Company, or entice any such person to leave employment with the Company. The employment agreement also contains customary confidentiality and non-disparagement covenants. Change in Control Agreements In December 2007, Samuel D. Bush, Senior Vice President and Chief Financial Officer, and Catherine Bobinski, Senior Vice President/Finance, Chief Accounting Officer and Corporate Controller, entered into Change in Control Agreements. In September 2018, Christopher S. Forgy, Senior Vice President of Operations entered into a Change in Control Agreement. In July 2020, Eric Christian, Chief Marketing Officer entered into a Change in Control Agreement. Eric Christian is the son of Edward K. Christian, our former President, CEO and Chairman. In September 2025, Wayne Leland, Senior Vice President/Chief Operating Officer, entered into a Change in Control Agreement with the Company. A change in control is defined to mean the occurrence of (a) any person or group becoming the beneficial owner, directly or indirectly, of more than 30 % of the combined voting power of the Company’s then outstanding securities and Mr. Christian ceasing to be Chairman and CEO of the Company; (b) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than 50 % of the combined voting securities of the Company or such surviving entity; or (c) the approval of the shareholders of the Company of a plan of 78 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets. If there is a change in control, the Company shall pay a lump sum payment within 45 days of 1.5 times the average of the executive’s last three full calendar years of such executive’s base salary and any annual cash bonus paid. In the event that such payment constitutes a “parachute payment” within the meaning of Section 280G subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, the Company shall pay the executive an additional amount so that the executive will receive the entire amount of the lump sum payment before deduction for federal, state and local income tax and payroll tax. In the event of a change in control (other than the approval of plan of liquidation), the Company or the surviving entity may require as a condition to receipt of payment that the executive continue in employment for a period of up to six months after consummation of the change in control. During such six months , executive will continue to earn his pre-existing salary and benefits. In such case, the executive shall be paid the lump sum payment upon completion of the continued employment. If, however, the executive fails to remain employed during this period of continued employment for any reason other than (a) termination without cause by the Company or the surviving entity, (b) death, (c) disability or (d) breach of the agreement by the Company or the surviving entity, then executive shall not be paid the lump sum payment. In addition, if the executive’s employment is terminated by the Company without cause within six months prior to the consummation of a change in control, then the executive shall be paid the lump sum payment within 45 days of such change in control. Other Related Party Transactions Effective June 19, 2019, we employed Eric Christian, son of Edward K. Christian, our President, CEO and Chairman at the time, as our Director of Solution Architecture. Eric Christian was promoted to Vice President of Digital Solutions in July 2020 and was subsequently promoted to Chief Marketing Officer in February 2023. The Board of Directors approved the employment of Eric Christian and subsequent promotions. As previously disclosed, Edward K. Chrisian passed away in August 2022 which resulted in the conversion of his Class B Shares into Class A Shares that were transferred to an estate planning trust, of which Edward K. Christian’s surviving spouse, and Eric Christian’s mother serves as co-trustee. The estate owns approximately 14.0 % of the Common Stock outstanding. We also employed Sera Christian, granddaughter of the trustee of the Edward K. Christian estate. In October 2025, we employed Wendy Wagner, stepdaughter of Christoper S. Forgy, our President and CEO, as our Human Resources Manager. The Board of Directors approved the employment of Wendy Wagner. ​ 11. Common Stock As previously disclosed, the passing of our founder and former Chairman, President and CEO Edward K. Christian, and the resultant transfer of his Class B shares into an estate planning trust resulted in an automatic conversion of each Class B share he held into one fully paid and non-assessable Class A share. We no longer have any shares of Class B Common Stock issued or outstanding , nor will there be any issued in the future. Dividends. Shareholders are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available for such purpose. However, no dividend may be declared or paid in cash or property on any share of any class of Common Stock unless simultaneously the same dividend is declared or paid on each share of the other class of common stock. In the case of any stock dividend, holders of Class A Common Stock are entitled to receive the same percentage dividend (payable in shares of Class A Common Stock) as the holders of Class B Common Stock receive (payable in shares of Class B Common Stock). Voting Rights. Holders of shares of Common Stock vote as a single class on all matters submitted to a vote of the shareholders, with each share of Class A Common Stock entitled to one vote. Prior to Mr. Christian’s passing, each share of Class B Common Stock was entitled to ten votes, except (i) in the election for directors, (ii) with respect to any “going private” transaction between the Company and the Class B shareholder, and (iii) as otherwise provided by law. 79 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) Prior to Mr. Christian’s passing, in the election of directors, the holders of Class A Common Stock, voting as a separate class, were entitled to elect twenty-five percent, or two, of our at the time eight directors. The holders of the Common Stock, voting as a single class with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes, were entitled to elect the remaining directors. The Board of Directors consisted of eight members at December 31, 2025. Currently, our Board of Directors consists of eight members. Holders of Common Stock are not entitled to cumulative voting in the election of directors. The holders of the Common Stock vote as a single class with respect to any proposed “going private” transaction with each share of each class of Common Stock entitled to one vote per share. Under Florida law, the affirmative vote of the holders of a majority of the outstanding shares of any class of common stock is required to approve, among other things, a change in the designations, preferences and limitations of the shares of such class of common stock. Liquidation Rights. Upon our liquidation, dissolution, or winding-up, the holders of Class A Common Stock are entitled to share ratably in accordance with the number of shares held in all assets available for distribution after payment in full of creditors. ​ 12. Commitments and Contingencies Leases We lease certain land, buildings and equipment for use in our operations. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Right-of-use ("ROU") assets and lease liabilities are recorded on the balance sheet for all leases with an expected term of at least one year. Some leases include one or more options to renew . The exercise of lease renewal options is generally at our discretion. The depreciable lives of ROU assets are limited to the expected lease term. Our lease agreements do not contain any residual value guarantees or material restrictive covenants. As of December 31, 2025, we do not have any non-cancellable operating lease commitments that have not yet commenced. ROU assets are classified as operating right of use assets on the consolidated balance sheet while current lease liabilities are classified within other accrued expenses and long-term lease liabilities are classified within other liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ROU assets were $ 10.3 million and $ 6.9 million at December 31, 2025 and 2024, respectively. Lease liabilities were $ 5.4 million and $ 7.3 million at December 31, 2025 and 2024, respectively, of which $ 1.4 million and $ 1.5 million were current lease liabilities and $ 4.0 million and $ 5.8 million were long-term lease liabilities at December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, we recorded additional ROU assets under operating leases of $ 5,713,000 , which is a non-cash transaction. New ROU assets consist of $ 5,244,000 that were added as a result of our Sale-Leaseback transaction as described in Note 16 and the remaining $ 468,000 ROU assets were added are a result of normal operating activities. Payments on lease liabilities during the year ended December 31, 2025 and 2024 totaled $ 1,861,000 and $ 1,883,000 , respectively. Lease expense includes cost for leases with terms in excess of one year. For the years ended December 31, 2025 and 2024, our total lease expense was $ 1,871,000 and $ 1,915,000 , respectively. Short-term lease costs are de minimus. ​ 80 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at December 31, 2025 (in thousands): ​ ​ ​ ​ ​ Years Ending December 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ $ 1,683 2027 ​ 1,533 2028 ​ 1,152 2029 ​ 732 2030 ​ 569 Thereafter ​ 596 Total lease payments (b) ​ 6,265 Less: Interest (c) ​ 872 Present value of lease liabilities (d) ​ $ 5,393 (a) Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at December 31, 2025. (b) Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date. (c) The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 4.9 years and 6.0 % , respectively, at December 31, 2025. Performance Fees and Royalties We incur fees from performing rights organizations (“PRO”) to license our public performance of the musical works contained in each PRO’s repertory. As previously disclosed, the Radio Music Licensing Committee (“RMLC”), of which we are a represented participant, entered into Interim License Agreements with both the American Society of Composers, Authors and Publishers (“ASCAP”) and the Broadcast Music, Inc. (“BMI”) that were effective January 1, 2022 and remained in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026. On August 19, 2025, the RMLC announced (as did each of ASCAP and BMI, respectively) that the RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York. The settlements established final license fee rates which apply retroactively for the period from January 1, 2022 through September 30, 2025 and on a go forward basis until December 31, 2029. During the third quarter of 2025, the Company recorded an aggregate of approximately $ 2.2 million related to the ASCAP and BMI retroactive rate adjustments in the station operating expenses in the Company’s Consolidated Statement of Income (Loss). The RMLC has also reached an agreement with the Society of European Stage Authors and Composers after arbitration in November 2024 that is retroactive to January 2023 for a blanket fee from 2023-26 and in February 2022, RMLC and Global Music Rights (“GMR”) announced that the conditions of their agreement to settle the GMR-RMLC antitrust and/or unfair competition litigations had been reached and we have entered into an agreement with GMR. To secure the rights to stream music content over the Internet, we also must obtain performance rights licenses and pay public performance royalties to copyright owners of sound recordings (typically, performing artists and record companies). We pay the applicable royalty rates to SoundExchange, the organization designated by the Copyright Royalty Board (“CRB”) to collect and distribute royalties under these statutory licenses. From time to time, SoundExchange notifies us that certain calendar years are subject to routine audits of our royalty payments. We were notified in December 2025 that we are under audit by SoundExchange for the years ended 2022, 2023 and 2024. The results of such audits could result in higher royalty payments for the subject years. There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future. In addition, Congress may consider and adopt 81 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings on our terrestrial radio stations. ​ Contingencies In 2003, in connection with our acquisition of one FM radio station, WJZK-FM serving the Columbus, Ohio market, we entered into an agreement whereby we would pay the seller up to an additional $ 1,000,000 if we obtain approval from the FCC for a city of license change. ​ 13. Fair Value Measurements As defined in ASC Topic 820, fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs in which there is little or no market data available, which requires management to develop its own assumptions in pricing the asset or liability. Our assets and liabilities disclosed at fair value are summarized below ($000’s omitted): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Fair Value ​ December 31, ​ December 31, Financial Instrument ​ ​ ​ Hierarchy ​ ​ ​ 2025 ​ ​ ​ 2024 Cash and cash equivalents Level 1 ​ $ 22,506 ​ $ 18,860 Short-term investments ​ Level 1 ​ ​ 9,300 ​ ​ 8,927 Accounts receivable, net of allowance ​ Level 1 ​ ​ 14,031 ​ ​ 15,941 Revolving Credit Facility Level 2 ​ 5,000 ​ 5,000 ​ Our financial instruments are comprised of cash and cash equivalents, short-term investments and long-term debt. The carrying value of cash and cash equivalents, short-term investments and accounts receivable approximate fair value due to their short maturities. The fair value of cash and cash equivalents, and short-term investments derived from quoted market prices and are considered a level 1. Interest on the Credit Facility is at a variable rate, and as such the debt obligation outstanding approximates fair value and is considered a level 2. Non-Recurring Fair Value Measurements We have certain assets that are measured at fair value on a non-recurring basis under the circumstances and events described in Note 3 — Broadcast Licenses, Goodwill and Other Intangibles, and are adjusted to fair value only when the carrying values are more than the fair values. During the fourth quarter of 2025, the Company wrote down the Ithaca, New York broadcast license with a carrying value of $ 4,181,000 to its fair value of $ 3,013,000 , resulting in a non-cash impairment charge of $ 1,168,000 . During the fourth quarter of 2025, the Company wrote down our entire goodwill balance of $ 19,229,000 , resulting in a non-cash 82 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) impairment charge of $ 19,229,000 . Both of these non-cash impairment charges are included in the net loss at December 31, 2025. During the fourth quarter of 2024, we reviewed the fair value of the assets that are measured at fair value on a non-recurring basis and concluded that these assets were not impaired as the fair value of these assets equaled or exceeded their carrying values. During the fourth quarter of 2025, we measured our prepaid rent at fair value on a non-recurring basis under the Sale-Leaseback Transaction described in Note 16 – Sale Leaseback Transaction for the tower sale and subsequent lease of tower space. Additionally, we measured Property, Plant and Equipment and Broadcast License at fair value on a non-recurring basis under the circumstances and events described in Note 9 – Acquisitions and Dispositions for our Lafayette, Indiana market purchase during 2024. ​ ​ 14. Litigation The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial statements. ​ 15. Other Income During the fourth quarter of 2025, we sold a portion of land at our KSPZ tower site in Des Moines, Iowa. We received $ 208,000 in cash proceeds for the property, resulting in a gain of $ 179,000 , which is recorded in other operating (income) expense, net, in the Company’s Consolidated Statement of Income (Loss). During the year ended December 31, 2025, we had weather-related damages in Illinois, Ohio and South Carolina and damage to a vehicle in Virginia. The Company’s insurance policy provides coverage for repairs and replacements. As a part of the insurance settlement, the Company received cash proceeds of $ 105,000 , resulting in a gain of $ 105,000 , which is recorded in other (income) expense, net, in the Company’s Consolidated Statement of Income (Loss). During the third and fourth quarters of 2024, we had weather-related damages. The Company’s insurance policy provides coverage for repairs and replacements. As a part of the insurance settlement during the third quarter of 2024, the Company received cash proceeds of $ 383,000 , resulting in a gain of $ 383,000 , which is recorded in other (income) expense, net, in the Company’s Consolidated Statements of Income (Loss). During the second quarter of 2024, the Company received $ 1,133,000 related to the sale of an investment in Broadcast Music, Inc. (“BMI”) and recorded a gain of $ 1,133,000 . The gain on sale of investment is recorded in other (income) expense, net in the Company’s Consolidated Statement of Income (Loss). 16. Sale-Leaseback Transaction ​ On October 17, 2025 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company, GTC Uno, LLC (“GTC”) and certain of the Company’s subsidiaries (the “Subsidiaries”), under which the Subsidiaries agreed to sell 24 telecommunications towers and related real property and other assets located at 22 sites (the “GTC Assets”) for a total cash purchase price of approximately $ 10.7 million (the “Sale-Leaseback Transaction”). The Purchase Agreement contains customary representations and warranties made by the Company, GTC and the Subsidiaries. On the Closing Date, the parties closed on the sale of the 22 tower sites. Sales proceeds, net of brokerage commissions and certain adjustments, of approximately $ 10.1 million were paid to the 83 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) Company, with the remaining purchase price of $ 400 thousand remaining in escrow and not controlled by the Company as of year-end. Several towers had underlying land leases requiring consent to the sale by the land-owners. There was one tower with a consent pending as of year-end, as the other were received prior to the sale and three were received during the fourth quarter of 2025. The Company anticipates that the remaining escrowed funds will be released within the 2 nd quarter of 2026 upon receipt of landlord consent to assign the leases on the real property where the tower is located. To the extent such consent is not received, within six months of the Closing Date, title for that site will revert to the applicable Subsidiary. Simultaneously with the closing, each Subsidiary entered into an Antenna Site Lease Agreement (a “Lease”) with GTC for the Company’s continued use of the towers that were sold, pursuant to which the Subsidiaries have agreed to make annual lease payments of $ 1.00 per annum. Each Lease has a term of 25 years. ​ The Company evaluated the Sale-Leaseback transaction under the sale-leaseback guidance in ASC 842-40 and concluded that the transfer of the properties qualified as sales because control of the assets transferred to the buyer-lessor in accordance with the guidance in ASC 606, with the exception of the one tower pending receipt of consent. The Company evaluated the lease classification criteria in ASC 842 and determined that the leasebacks are classified as operating leases. ​ As the contractual lease payments are nominal annual payments of $ 1 per lease, the present value of lease payments was not material and therefore no lease liability was recorded. In accordance with ASC 842, the Company determined that the Sale-Leaseback transaction was not at fair value based on the difference between the present value of the lease payments and the present value of market rental payments. As such, the Company adjusted the sales price of the assets to recognize the prepayment of the rent, which is included within the right-of-use assets recorded at the time of the sale and lease commencement. The prepaid rent is amortized on a straight-line basis over the 25 -year lease terms and recognized within station operating expenses in the accompanying consolidated statements of income (loss). The estimated market rent was based on comparable third-party leases, including rent escalation provisions and then discounted to present value using a rate of 9.75 % . The difference between the present value of the contractual lease payments and the present value of market lease payments was determined to be $ 5.2 million. This amount was recorded as prepaid rent and added to the net cash proceeds from the sale after expenses of $ 9.85 million to determine the adjusted sales price of $ 15.1 million for purposes of calculating the gain on the sale. These proceeds do not include approximately $ 400 thousand being held in escrow, noted above. ​ At the time of the transaction, the carrying value of the towers was approximately $ 3.5 million for the 23 towers that closed as of December 31, 2025. The Company recognized a gain on sale of $ 11.6 million. This gain is included in Other operating (income) expense, net in the accompanying consolidated statement of income (loss) for the year ended December 31, 2025. ​ As of December 31, 2025, the carrying value of the prepaid rent included in the right-of-use asset associated with the sale-leaseback transaction was $ 5.2 million. ​ The activity related to the prepaid rent associated with the sale-leaseback transaction for the year ended December 31, 2025 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Amount Prepaid rent at lease commencement ​ ​ $ 5,244 Amortization expense (non-cash rent expense) ​ ​ ( 54 ) Prepaid rent at December 31, 2025 ​ ​ $ 5,190 ​ ​ ​ Subsequent to year-end, in the second quarter of 2026, the Company entered into amendments to the existing Purchase Agreement and related lease arrangements (the “Amendments”) with GTC to align the previously executed documents with the intended economic substance of the transaction. Under the Amendments the Purchase Agreement was modified to provide for a $ 15.9 million purchase price which includes the $ 10.7 million up front cash payment that was previously received upon original closing, consistent with the original Purchase Agreement and new promissory 84 Table of Contents Saga Communications, Inc. Notes to Consolidated Financial Statements — (Continued) notes totaling $ 5.2 million. In addition, the original lease agreements were modified to provide for market rent payments over the 25-year original lease terms. The amendments to the lease arrangements have been evaluated and determined to represent lease modifications in accordance with ASC 842, Leases . Upon the modification of the lease agreements in Q2 of FY2026, the Company will record right-of-use assets and lease liabilities using the Company’s incremental borrowing rate on the date of modification. Based on the Amendments, the sale leaseback transaction is determined to be at fair value as the present value of contractual lease payments equals the present value of market lease payments. As a result, the previously recognized prepaid rent of $ 5.2 million will be derecognized. In accordance with ASC 610-20 Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets, the notes receivable now included within the purchase price will be recorded at fair value in Q2 of FY2026 when the notes becomes enforceable. The notes receivable bears an interest rate of 9.3 % , which is materially consistent to the Company’s incremental borrowing rate at the time of the Amendments. The lease payments under the amended lease agreements and principal and interest payments under the notes receivable are determinable and contractually consistent in amount and timing. The agreements include legally enforceable rights to offset, which both parties intent to exercise. As such, the notes receivable and operating lease liabilities based on the Amendments qualify for offsetting in accordance with ASC 210-20, Balance Sheet – Offsetting. Based on the above, there is no material change to financial position or results of operations based on the Amendments to the Company’s initial accounting for the Purchase Agreement. ​ ​ 17. Subsequent Events On February 12, 2026 , the Company’s Board of Directors declared a quarterly cash dividend of $ 0.25 per share on its Class A Common Stock. This dividend, totaling approximately $ 1,600,000 , was paid on March 20, 2026 to shareholders of record on February 26, 2026 . See Note 16 – Sale Leaseback Transaction for a discussion of certain Amendments to the Company’s sale-leaseback transaction. ​ ​ 85 Table of Contents EXHIBIT INDEX ​ Exhibit No. ​ ​ Location ​ ​ ​ Description 3.1 22 Articles of Incorporation of Saga Communications Reincorporation, Inc . 3.2 25 Amended and Restated Bylaws . 4 14 Description of the Company’s Securities 10.1 1 Summary of Executive Insured Medical Reimbursement Plan. 10.2 2 Saga Communications, Inc. 2003 Employee Stock Option Plan . 10.3 5 Chief Executive Officer Annual Incentive Plan. 10.4 3 Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan 10.5 7 Form of Stock Option Agreement under the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan . 10.6 7 Form of Restricted Stock Option Agreement under the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan . 10.7 6 Employment Agreement of Edward K. Christian dated as of June 17, 2011. 10.8 4 Change in Control Agreement of Samuel D. Bush dated as of December 28, 2007. 10.9 9 Change in Control Agreement of Catherine A. Bobinski dated as of December 28, 2007. 10.10 8 Amendment to Employment Agreement of Edward K. Christian dated as of February 12, 2016 . 10.11 10 Amendment to the Second Amendment and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan as of April 16, 2018. 10.12 11 Letter of Employment for Christopher S. Forgy, Senior Vice President / Operations effective May 28, 2018 . 10.13 12 Change in Control Agreement of Christopher Forgy dated as of September 28, 2018 . 10.14 13 Amendment to Employment Agreement of Edward K. Christian dated as of February 26, 2019 . 10.15 ​ 15 ​ Change in Control Agreement of Eric Christian dated as of July 6, 2020 . 10.16 ​ 16 ​ Third Amendment to Employment Agreement dated January 25, 2022 between Saga Communications, Inc, and Edward K. Christian . 10.17 ​ 17 ​ Employment Agreement of Christopher Forgy dated as of November 16, 2022. 10.18 ​ 17 ​ Letter of Employment of Wayne Leland dated as of November 16, 2022. 10.19 ​ 18 ​ Third Amendment to Credit Agreement dated December 19, 2022 between the Company and JPMorgan Chase Bank, N.A., and The Huntington National Bank. 10.20 ​ 19 ​ Saga Communications, Inc. 2023 Incentive Compensation Plan 10.21 ​ 20 ​ Form of Restricted Stock Option Agreement for Employees under the Saga Communications, Inc. 2023 Incentive Compensation Plan 10.22 ​ 20 ​ Form of Restricted Stock Option Agreement for Directors under the Saga Communications, Inc. 2023 Incentive Compensation Plan 10.23 ​ 23 ​ Saga Communications, Inc. 2005 Deferred Compensation Plan Effective December 1998 10.24 ​ 23 ​ Amendment to the Saga Communications, Inc. 2005 Deferred Compensation Plan Effective January 2009 10.25 ​ 23 ​ Trust for Saga Communications, Inc. 2005 Deferred Compensation Plan April 2007 10.26 ​ 23 ​ Nonqualified Deferred Compensation Plan Trust Agreement Effective December 2024 10.27 ​ 24 ​ Change in Control Agreement of Wayne Leland dated as of September 30, 2025 . 10.28 ​ 26 ​ Fourth Amendment to Credit Agreement, dated October 17, 2025, entered into between the Company, Agent and the Lenders 19 ​ * ​ Saga Communications, Inc. Insider Trading Policy 21 * Subsidiaries. 23.1 * Consent of Crowe LLP . 31.1 * Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 86 Table of Contents 32 * Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Rule 13-14(b) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 ​ 21 ​ Saga Communications, Inc. Policy for Recovery of Erroneously Awarded Compensation 101.INS * Inline XBRL Instance Document 101.SCH * Inline XBRL Taxonomy Extension Schema Document 101.CAL * Inline XBRL Taxonomy Calculation Linkbase Document 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 ​ ​ ​ Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) ​ ​ * Filed/furnished herewith. 1 Exhibit filed with the Company’s Registration Statement on Form S-1 (File No. 33-47238) filed on December 10, 1992 and incorporated by reference herein. 2 Exhibit filed with the Company’s Registration Statement on From 8-A (File No. 333-107686) filed on August 5, 2003 and incorporated by reference herein. 3 Exhibit filed as Appendix A to the Company’s Consent Solicitation (Filed No: 001-11588) filed on September 17, 2013 and incorporated by reference herein. 4 Exhibit filed with the Company’s Form 8-K filed on January 4, 2008 and incorporated by reference herein. 5 Exhibit filed with the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders and incorporated by reference herein. 6 Exhibit filed with the Company’s Form 10-Q for the quarter ended June 30, 2011 and incorporated by reference herein. 7 Exhibit filed with the Company’s Form 8-K filed on October 16, 2013 and incorporated by reference herein. 8 Exhibit filed with the Company’s Form 8-K/A filed on April 8, 2016 and incorporated by reference herein. 9 Exhibit filed with the Company’s Form 10-K for the year ended December 31, 2015 and incorporated by reference herein. 10 Exhibit filed as Appendix A to the Corporation’s Definitive Proxy Statement (File No. 001-11588) filed on April 16, 2018 and incorporated by reference herein. 11 Exhibit filed with the Company’s Form 10-Q for the quarter ended June 30, 2018 and incorporated by reference herein. 12 Exhibit filed with the Company’s Form 8-K filed on September 28, 2018 and incorporated by reference herein. 13 Exhibit filed with the Company’s Form 8-K filed on March 1, 2019 and incorporated by reference herein. ​ ​ 14 Exhibit filed with the Company’s Form 10-K for the year ended December 31, 2019 and incorporated by reference herein. ​ ​ 87 Table of Contents 15 Exhibit filed with the Company’s Form 10-K for the year ended December 31, 2020 and incorporated by reference herein. ​ ​ 16 Exhibit filed with the Company’s Form 8-K filed on January 27, 2022 and incorporated by reference herein. ​ ​ 17 Exhibits filed with the Company’s Form 8-K filed on November 16, 2022 and incorporated by reference herein. ​ ​ 18 Exhibit filed with the Company’s Form 10-K for the year ended December 31, 2022 and incorporated by reference herein. ​ ​ 19 Exhibit filed with the Company’s Form S-8 filed on August 10, 2023 and incorporated by reference herein. ​ ​ 20 Exhibits filed with the Company’s Form 10-Q for the quarter ended September 30, 2023 and incorporated by reference herein. ​ ​ 21 Exhibit filed with the Company’s Form 10-K filed on March 15, 2024 and incorporated by reference herein. ​ ​ 22 Exhibit filed with the Company’s Form 8-K filed on May 20, 2020 and incorporated by reference herein. ​ ​ 23 Exhibit filed with the Company’s Form 10-K filed on March 31, 2025 and incorporated by reference herein. ​ ​ 24 Exhibit filed with the Company’s Form 8-K filed on October 1, 2025 and incorporated by reference herein. ​ ​ 25 Exhibit filed with the Company’s Form 8-K filed on June 20, 2025 and incorporated by reference herein. ​ ​ 26 Exhibit filed with the Company’s Form 8-K filed on October 20, 2025 and incorporated by reference herein. 23 ​ ​ 88 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 14, 2026. ​ SAGA COMMUNICATIONS, INC. By: /s/ Christopher S. Forgy Christopher S. Forgy President, Chief Executive Officer and Director ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 14, 2026. ​ Signatures ​ ​ ​ /s/ Christopher S. Forgy President, Chief Executive Officer and Christopher S. Forgy Director /s/ Samuel D. Bush Executive Vice President, Samuel D. Bush Chief Financial Officer and Treasurer /s/ Catherine A. Bobinski Senior Vice President/Finance, Catherine A. Bobinski Chief Accounting Officer and Corporate Controller /s/ Clarke R. Brown, Jr. Director Clarke R. Brown, Jr. /s/ Timothy J. Clarke Director Timothy J. Clarke /s/ Roy F. Coppedge III Director Roy F. Coppedge /s/ Warren Lada Chairman of the Board and Director Warren Lada /s/ Mike Scafidi Director Mike Scafidi /s/ Michael W. Schechter Director Michael W. Schechter ​ ​ ​ /s/ Gregory D. Sutherland Director Gregory D. Sutherland ​ ​ 89